Article I Name and Purpose
Section 1.1. Name.
The name of this organization is the “Utah Lacrosse Officials Association, Inc.” (referred to in these By-laws as ”ULOA” or “the Association”).
Section 1.2. Purpose.
The purpose of the ULOA is to recruit, train, and retain qualified officials for sanctioned lacrosse games or related events of the Utah Lacrosse Association, Adrenalin Youth Lacrosse, Utah High School Lacrosse League, and U.S. Lacrosse Association (USL), or any of their related or successor organizations.
Section 1.3. Activities.
Without limiting other activities of the ULOA that are consistent with its purpose, the core activities of the ULOA include:
- Developing a process to recruit, train, and retain qualified lacrosse officials;
- Developing a core of knowledgeable lacrosse rules clinicians who are dedicated to coaches, officials, participants and to the game itself;
- Developing a registration process that is thorough, accurate, and prompt;
- Maintaining officers who are responsive to the needs of Utah Lacrosse Conferences, Utah Leagues and the USL;
- Providing educational opportunities in the form for officiating clinics, workshops, and/or classes to officials, coaches, and players;
- Promoting uniformity in the mechanics and interpretation of the rules of the game;
- Fostering an observance of both the spirit of the game, and the letter of the playing rules;
- Striving to maintain a positive work environment for all Utah Lacrosse officials, in conjunction with the USL.
Article II Members, Meetings and Voting
Section 2. Membership.
Any individual may join the ULOA who is a currently a registered member of the USL Association as an Official. Membership may be terminated by a 2/3 vote of the Executive Committee for serious violation of the Official’s Code of Ethics as contained in the then current edition of the USL Officials’ Manual.
Section 2.1 Good Standing.
For a member to be in good standing, he or she must be current in all consecutive yearly dues as preoscribed by the Executive Committee, complied with attendance requirements as set forth by the Executive Committee and be in full compliance with the USL’s Official’s Code of Ethics.
Section 2.2. Members.
The Members of ULOA shall consist of three classes: Active Members, Sustaining Members, and Honorary Members.
Section 2.3. Active Members.
Active Members shall be those persons who are in training for certification or who have been certified by the ULOA to officiate lacrosse games for which the ULOA is the assigning authority, and who have paid their annual dues and other assessments required by the ULOA.
Section 2.4. Sustaining Members.
Sustaining Members shall be those persons who have not been certified to officiate lacrosse games, but who have paid their annual dues and who serve the ULOA in one or more of the following capacities:
- an Officer of the ULOA;
- a participant in the business management of the ULOA;
- a supervisor, teacher, or trainer of the Active Members.
Section 2.5. Honorary Members.
Honorary Members shall be those persons who have been designated as such by the Membership of the ULOA in recognition of distinguished services or contributions to the ULOA. Honorary Members need not pay annual dues to the ULOA.
Section 2.6. Annual Meeting.
The annual meeting of Members of the ULOA shall be held one time each year, at such time and place as shall be designated by the President. Any business may be transacted at an annual meeting, except as otherwise provided by law or by these By-Llaws. The President shall give notice of the time and place for the annual meeting at least two (2) weeks prior to the date of the meeting.
Section 2.7. Special Meetings.
A special meeting of the Members may be called at any time by the President or by a majority of the Officers. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.
Section 2.8. Quorum.
The presence of at least twenty-five percent (25%) of the Active and Sustaining Members, but not less than five (5) Active or Sustaining Members, shall constitute a quorum. Except as otherwise required by law or these By-laws, the act of a majority of the Members at any meeting at which a quorum is present shall constitute an act of the Members meeting. The Members present at any meeting, whether or not a quorum is present, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 2.9. Proxies.
The Association shall not recognize proxy votes.
Section 2.10. Votes of Members.
Each Active or Sustaining Member shall be entitled to one (1) vote upon each matter submitted to the Membership.
Section 2.11. Annual Dues.
The annual dues for the Active and Sustaining Members shall be set annually by the Executive Committee of the ULOA.
Section 2.12. Meeting Attendance.
The required number of meetings and clinics and required attendance by the members shall be determined by the Executive Committee of the ULOA.
Article III Executive Committee
Section 3. General Powers.
The affairs of the Association shall be managed by the Executive Committee consisting of officers after having been duly elected and qualified members of the ULOA Officers
3.1 Composition and Term.
The number of Executive Committee members of the Association shall be at least one, but not more than twelve, the precise number to be fixed by resolution of the Executive Committee from time to time. The President, Vice President, Treasurer (“Officers”) and at-large Committee Members shall by election or appointment to their office, become, if not already, a member of the Executive Committee. At any time there are more than four committee members, the committee members shall serve staggered three-year terms and, at the end of a three-year term, is subject to reappointment or re-election depending on the position in accordance with Section X. Except in case of death, resignation, retirement, disqualification, or removal, each committee memberdirector shall serve until a successor shall have been elected or appointed and qualified in accordance with Section 2.3 or until there is a decrease in the number of committee members. A committee memberdirector elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
3.2 Election, Nomination, and Qualifications.
The annual election of At Large Committee members and/or Officers will be conducted in accordance with the procedures outlined in this Section or elsewhere in these Bylaws.
Any member of the Executive Committee for whom an election is required shall be chosen by the members of the Association from a group of nominees, with those nominees who obtain the greatest plurality of votes being elected.
The Executive Committee will compile a list of proposed nominations for each position on the board. Nominations may also be made by any member in good standing of the organization. No nomination will be placed on the annual election ballot unless the nominee has consented to the nomination.
The election may be conducted at the Annual Meeting defined in Section 2.6 or a separate meeting called for this purpose or by e-mail, online anonymous form, or paper ballot. If the election is by e-mail or online form or paper ballots, (or a combination these) an e-mail or paper mail ballot shall be sent to each member of the Association entitled to vote not later than seven (7) days before the date set for the counting of the ballots. Each marked ballot is to be promptly returned to the Secretary by e-mail, or if a paper ballot, in a sealed envelope either by mail or in person. All returned ballots must be received no later than the date set for the counting. At the designated time, the Vice President shall promptly proceed to ascertain and certify the results of the election, and announce these results during the annual meeting.
3.3 Removal of an Executive Committee Member
One or more directors may be removed for cause by the affirmative vote of a two thirds majority of the remaining members of the Executive Committee at a regular or special meeting of the Executive Committee as provided for in Article VI. For purposes hereof, “cause” may include a committee member’s failure to attend three consecutive meetings of the Executive Committee without just cause.
3.4 Vacancies.
A vacancy occurring in the Executive Committee shall be filled for the unexpired term, and until the members shall have elected a successor, by the affirmative vote of a majority of the Executive Committee remaining in office (even if such remaining directors constitute fewer than a quorum of the Executive Committee).
3.5 Ad Hoc Committees.
The Executive Committee may designate from among Association members one or more ad hoc committees consisting of one or more directors. The Executive Committee shall have power at any time to remove any member of any ad hoc committee, with or without cause, and to fill vacancies in and to dissolve any such committee.
3.6 Compensation.
Executive Committee members may receive such compensation for their services as Executive Committee members as may from time to time be fixed by vote of the Executive Committee. An Executive Committee member may also serve the Association in a capacity other than that of the Executive Committee member and receive compensation, as determined by the Executive Committee, for services rendered in such other capacity.
3.7 Meetings.
The Executive Committee will hold at least two (2) regular meetings during each calendar year, and may call other regular meetings of the Executive Committee, or special meetings of the Executive Committee, at the call of the President or any two directors. Any matter relating to the affairs of the Association may be brought before the Executive Committee, unless notice of the matter is required to be included in the notice of the Executive Committee meeting.
3.8 Quorum Voting.
The presence in person of one half of the members of the Executive Committee shall constitute a quorum at any regular or special meeting of the Executive Committee. Each Executive Committee member shall have one vote on the Executive Committee. Once a quorum is established, all matters put to a vote before the Executive Committee will require the affirmative vote of a majority of members voting on the matter, in the presence of a quorum, unless a greater majority is required by these Bylaws.
Article IV – At Large Committee Members
4.1 Number
The Executive Committee shall establish a minimum of one and a maximum five of At Large Committee Members as delineated in Section 4.2.
4.2 Election, Appointment, and Term
At Large Committee Members shall be elected by a plurality vote of the Association Members at the annual meeting, in accordance with the procedures specified in Article II. The Executive Committee is authorized to set forth criteria for the nomination of candidates for At Large Committee positions, which may include, but are not limited to, the geographical location of the nominee and the years of experience of the member within the Association. At Large Committee members shall be subject to re-election biaennuially. In instances where a nominee or incumbent At Large member is unopposed, the formal election for that position shall be dispensed with, and the At Large member shall be automatically reappointed for an additional two-year term. Eligibility for candidacy for At Large Committee positions requires membership in good standing.
4.3 Duties
At Large Committee members shall be regarded as full voting members of the Executive Committee, entrusted with the capacity to execute all responsibilities as outlined in these By-laws. Additionally, At Large Committee members may be appointed to serve on other committees at the discretion of the Executive Committee. It is stipulated that At Large Committee members shall not concurrently hold Officer positions.
Article V – Officers and Designated Officials
5.1 Number.
The officers of the Association shall consist of a President, a Vice President, and a Treasurer. Additionally, the Executive Committee shall designate from its members individuals to hold the following official positions (“Appointed Positions”): a Chief Trainer, a Rules Interpreter, Head of Recruitment and Retainment, and an Assignor. The Executive Committee shall from time to time create and establish the duties of other officers and officials and elect or provide for the appointment of other officers or officials as it deems necessary for the efficient management of the Association, but the Association shall not be required to have at any time any officers other than a President, Vice President and Treasurer. Any two or more offices may be held by the same person. Each officer and official of the Association must be a Member.
5.2 Election, Appointment and Term.
All officers shall be appointed by the Executive Committee and shall serve at the will of the Executive Committee with such terms as described in this Section 5.2, and until their successors have been appointed and have qualified or until their earlier death, resignation, removal, retirement or disqualification. The offices of President, Vice President and Treasurer may be regularly reconsidered by the board every two years on even years by majority vote of the Executive Committee. The Executive Committee may, during an Executive Committee meeting as described in Article II, decide to reappoint the officers of President, Vice President and Treasurer or the Executive Committee may decide to replace these positions in any Executive Committee meeting. The decision to replace must be made by a two-thirds majority vote by the Executive Committee. The Executive Committee may choose to solicit nominations from the Association Members and hold an election as described in Section 3.2 or may choose to appoint new Officers during an Executive Committee meeting. Appointment of a new Officer shall proceed by a simple majority vote among the Executive Committee. All Appointed Positions shall be appointed by the Executive Committee or the President and shall serve at the will of the Executive Committee. The appointed positions will have no term and will serve until removed by majority vote of the board.
5.3 Removal.
The Executive Committee may remove any officer or official elected or appointed by the Executive Committee or the President whenever in its judgment the best interests of the Association will be served thereby or as Described in Section 4.2. A vacancy in the office of any officer may be filled by appointment of the Executive Committee for the unexpired portion of the term. Any vacancy in an official position may be filled by the President.
5.4 President.
The President shall be the chief executive officer of the Association and shall have general supervision of the business of the Association. The President shall see that all orders and resolutions of the Executive Committee are carried into effect and shall perform such other duties as may from time to time be delegated to the President by the Executive Committee. The President shall preside at all meetings of the members and the Executive Committee of the Association. The President may sign and execute all contracts and other obligations and documents in the name of the Association.
5.5 Vice President.
The Vice President shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President. In addition, the Vice President shall perform whatever duties and have whatever powers the Executive Committee or President from time to time may assign.
5.6 Treasurer.
The Treasurer shall maintain the financial records of the Association; prepare the annual accounting and financial statement of the Association (which may be prepared by a certified public accountant when authorized by the Executive Committee); and report on these matters to the Executive Committee of the Association. The Treasurer shall have charge of the books of account and keep the funds of the Association, endorse and deposit all checks, notes and other payments; pay all proper bills and expenses, and sign all receipts and vouchers for payments made to the Association; and render an accurate report of all receipts and disbursements and the financial condition of the Association at all regular meetings. The Treasurer shall perform whatever additional duties and have whatever additional powers the Executive Committee or President from time to time may assign.
5.7 Chief Trainer.
The Chief Trainer shall be the primary training authority for the Association. In this capacity the Chief Trainer will develop or approve training programs to achieve the successful nurturing of new officials, and shall be responsible for training and supervision of the members and prospective members. The Chief Trainer will also be responsible for disseminating the mechanics to be used by the Association’s members for Association assigned games. The Chief trainer shall perform whatever additional duties and have whatever additional powers the Executive Committee or President from time to time may assign.
5.8 Rules Interpreter.
The Rules Interpreter shall be responsible for rules interpretations. This person will serve as a liaison between the National Federation, or subsequent organization that establishes itself as a rule making body for Utah high school lacrosse and other recognized Rules Interpreters. The Rules Interpreter shall perform whatever additional duties and have whatever additional powers the Executive Committee or President from time to time may assign.
5.10 Head of Recruitment and Retainment.
The Head of Recruitment and Retainment shall be responsible for strategies related to recruiting new officials, matriculation of youth officials into high school officiating, and all issues related to retainment as delegated by the Executive Committee. The Head of Recruitment and Retainment shall perform whatever additional duties and have whatever additional powers the Executive Committee or President from time to time may assign.
5.12 Assignor.
The Assignor shall be the appointing authority for games which are assigned by the association. The Executive Committee or the president may appoint one or more Area Assignors and delegate any of his responsibilities to such persons. The Assignor shall perform whatever additional duties and have whatever additional powers the Executive Committee or President from time to time may assign.
Article VI – Suspensions, Expulsions, and Removals
A member of the Association, an officer or a member of the Executive Committee of the Association may be suspended, expelled or removed from office and/or membership if it is determined by a two-thirds vote of the Executive Committee that such action should be taken due to one or more of the following:
6.1. Suspensions.
If the member, officer, member of the Executive Committee is unable or fails to perform the person’s duties or responsibilities to the Association.
6.2. Expulsions and Removals
If the member, officer or member of the Executive Committee, acts or continues to act in a manner which is significantly detrimental to the sport of lacrosse or the purposes of the Association.
Such action may be taken by the Executive Committee only after giving the Member, officer or member of the Executive Committee not less than thirty (30) day’s prior written notice of the proposed action, the reason for the proposed action, and after giving the member, officer or member of the Executive Committee a reasonable opportunity to be heard orally or in writing prior to any such action. A Member, officer, or member of the Executive Committee may waive the opportunity to be heard, waive such notice or agree to a shorter notice.
Article VII – Indemnification, Insurance, and Waivers
Section 7.1. General Indemnity.
The ULOA shall indemnify the Officers from liabilities incurred in their capacity as Officers of the ULOA to the full extent permitted by Utah law,
provided, however, that such indemnity obligation shall not extend to claims that are outside of the coverage of the form of officers and directors liability insurance available through U.S. Lacrosse, Inc.
Section 7.2. Officer Insurance.
The ULOA shall have the power to purchase and maintain insurance to provide indemnity on behalf of any person who is or was an Officer of the
ULOA, or who is or was serving at the request of the ULOA as a trustee, director, Officer, employee or representative of the ULOA, against liability asserted against such person and incurred by a person in any such capacity, or arising out of such person’s status as such. If such insurance is purchased it is not required to be broader in coverage than the standard form of officers and directors liability insurance available through U.S. Lacrosse, Inc. The Executive Committee shall determine the extent, policy limits, deductible and other terms of such coverage.
Section 7.3. Member Insurance.
The ULOA may require its Members to individually maintain liability insurance or other insurance, which may be obtained independently or through affiliation with U.S. Lacrosse, Inc. or a similar organization, to protect the Members in relation to their activities as lacrosse officials and as Members of this association. Obtaining and maintaining such insurance may be a condition of membership in this association. The Executive Committee shall determine the extent, policy limits, deductible and other terms of such coverage.
Section 7.4. Waivers.
The ULOA may require, as a condition to recognition as an Active or Sustaining Member of the ULOA, that each individual execute and deliver to the Secretary or Treasurer a waiver of liability that releases the ULOA, its Officers and Members from liability for any injuries or damages to person or property arising out of that individual’s Membership in the ULOA or participation in any games, clinics or other activities sponsored, sanctioned, serviced or scheduled by the ULOA. Any such waivers may further certify the Member’s acceptance of such person’s individual obligation to report all compensation from the ULOA, if any, to any appropriate local, state or federal taxing authorities.
Article VIII – IRS Tax Exempt Qualification
Section 8.1.
The Utah Lacrosse Officials Association, Inc. (“ULOA”) will distribute its income for each tax year at a time and in a manner as not to become subject to tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 8.2.
The ULOA will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 8.3.
The ULOA will not make any investments in a manner as to subject it to tax under section 4994 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 8.4.
The ULOA will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 8.5.
The ULOA will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article IX – Amendments
Section 9. Amendments.
These By-laws may be amended, altered or repealed by the affirmative vote of the majority of the Active and Sustaining Members at any annual meeting, or at any special meeting, if notice of the proposed action is contained in the notice of such special meeting.